Tax Counsel's Guide to Partnership Disguised Sales Rules: Structuring Transactions to Avoid Taxable Events

Mr. Shelley is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters. Mr. Shelley advises on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings, and venture capital investments. In addition to his general tax practice, he offers a vast depth of knowledge in a variety of complex tax areas, including REITs and real estate, renewable energy, and financial products. Mr. Shelley counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non‑U.S. fund formations and joint ventures, property contributions, like-kind exchanges, and other transactions. He advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues, tax equity structuring matters, and the monetization of tax benefits. 

Ms. Whitlock has more than 20 years of public accounting experience. Her industry focus includes energy, real estate, and private equity. She works closely with the firm’s tax teams on partnership issues. Prior to joining Schneider Downs, Ms. Whitlock worked in the national tax office of both Big Four and Mid-tier firms, advising clients on compliance, mergers, acquisitions, disguised sale analysis, allocations and calculations related to section 704(c) and 743(b), partnership agreement interpretation, and wrote multiple memorandums and opinions related to partnership transactions. She is a frequent speaker and author on technical tax topics.